As we are sure you are aware, our world is currently dealing with an unprecedented challenge with regard to responses to, and prevention of the spread of, COVID-19, commonly known as the “Coronavirus.” Governmental and non-governmental health organizations are urging individuals to practice “social distancing,” including avoiding gatherings of more than 50 people. A state of emergency has been declared in Florida, and further, more specific guidance may be coming on a state or national level. In light of quickly changing knowledge and proclamations, Association Boards are likely concerned whether they should proceed with their annual membership meeting and/or election, especially if it is scheduled to be held in the next 60 days.
The answer, under the current circumstances at time of writing, unfortunately, depends. If it is known that an individual within the association or near the community has been diagnosed as COVID-19 positive, and/or a quarantine has been issued, then, regardless of any provisions within their Governing Documents, we would typically advise a postponement until after relative safety can be established. Further guidance from local authorities may be necessary.
However, what if there is no immediate threat, but rather a general discouragement for gatherings of more than 50 people, with no specific prohibitions? It is advisable for Associations to consider a postponement if the Governing Documents for your Association allow for flexibility in setting any such date. For Associations that do not have any such language, the Association may need to weigh the benefits of continuing to hold any such meeting in accordance with the Association’s documents, against the potential and/or realistic health risks of continuing to hold such a meeting. Such a weighing of interests would likely be within the “business judgment” authority of the board, especially given our current state of emergency. Nevertheless, from a practical perspective, if your Association decides to continue with the meeting, your Association may want to strongly encourage participation by electronic means (telephone conference, web or closed-circuit broadcast, etc.) as well as by sending in proxies for the meeting.
News and developments on this concern are occurring at an unprecedented pace. We recommend that any Associations with this concern contact legal counsel for updated guidance based on the facts and circumstances unique to each Association and any legal proclamations which may have been made by that time.
The logos below, including the photo of Governor DeSantis, represent international, national, and state organizations that have up to the minute information on Coronavirus (COVID-19) and will take you to their websites.
